UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 23, 2006
Date of Report (Date of earliest event reported)
EMDEON CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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0-24975
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94-3236644 |
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
669 River Drive, Center 2
Elmwood Park, New Jersey 07407-1361
(Address of principal executive offices, including zip code)
(201) 703-3400
(Registrant’s telephone number, including area code)
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
As previously disclosed, on September 28, 2005, WebMD Health Corp. (which we refer to as WHC),
a subsidiary of the Registrant, sold to the public, in an initial public offering, 7,935,000 shares
of its Class A Common Stock at $17.50 per share. The Registrant owns approximately 85.8% of the
outstanding Common Stock of WHC.
On February 23, 2006, WHC issued a press release announcing its results for the quarter and
year ended December 31, 2005. A copy of the press release is incorporated by reference, as Exhibit
99.1 hereto, from Exhibit 99.1 to the Current Report on Form 8-K filed today by WHC. A copy of the
financial tables that accompanied the press release is incorporated by reference, as Exhibit 99.2
hereto, from Exhibit 99.2 to the Current Report on Form 8-K filed today by WHC. Exhibits 99.1 and
99.2 to this Current Report are being “furnished” and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall either of those
Exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933 (the
“Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference
in such filing.
Item 7.01. Regulation FD Disclosure
A copy of certain forward-looking financial information that accompanied the WHC press release
referred to in Item 2.02 and that is expected to be discussed on the previously announced
conference call with investors and analysts to be held by WHC at 4:45 p.m., Eastern time, today
(February 23, 2006) is incorporated by reference, as Exhibit 99.3 hereto, from Exhibit 99.3 to the
Current Report on Form 8-K filed today by WHC. The call can be accessed at www.wbmd.com (in the
Investor Relations section) and a replay will be available at the same location.
Exhibit 99.3 is being “furnished” and shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.
Item 8.01. Other Events.
Emdeon Corporation will hold its 2006 Annual Meeting of Stockholders on Tuesday, September 12,
2006 at The Marriott at Glenpoint, 100 Frank W. Burr Boulevard, Teaneck, New Jersey 07666.
Proposals that Emdeon’s stockholders intend to present at the 2006 Annual Meeting must be received
by Emdeon no later than the close of business on April 3, 2006 to be considered for possible
inclusion in Emdeon’s proxy statement and form of proxy for that meeting. In addition, Emdeon’s
Bylaws establish an advance notice procedure pursuant to which stockholder proposals not included
in Emdeon’s proxy statement may be brought before a meeting of stockholders. For nominations or
other business to be properly brought before Emdeon’s 2006 Annual Meeting by a stockholder, that
stockholder must deliver written notice, complying with the requirements of Emdeon’s Bylaws, to the
Secretary of Emdeon not later than the close of business on April 17, 2006. All notices of proposals by stockholders should be sent to: Charles A. Mele, Secretary, Emdeon Corporation,
669 River Drive, Center 2, Elmwood Park, NJ 07407.
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